Each one in plain English, with the numbers worked through for a shareholder.
4 June 2010capital raising announcement● NeutralMajor
The company sold a further $772,500 of convertible notes to fifteen investors as of May 27, 2010 and $352,500 more to two investors as of June 2, 2010, after expanding the offering by up to another $1,000,000. All of these notes are set to convert into shares when the SAK Investment closes. It also disclosed consulting deals with HFP Capital Markets (2 million restricted shares, with the right to earn at least 2 million and up to 5 million more) and a placement agent letter (8% cash fee plus shares equal to 2% of securities sold), with fees due on closing of the SAK deal. This continues the SAK financing thread and implies more shares to be issued.
The company sold $227,500 of convertible notes to nine accredited investors as of March 2, 2010, under a new offering of up to $1,000,000. Unlike earlier rounds, this one carries a 10% commission and a warrant for 10% of the underlying stock. The conversion price is the lower of a 15-day average trading price or $0.25, conversion is allowed after September 1, 2010, and interest is 16%.
The company sold a further $50,000 of convertible notes to two accredited investors as of January 29, 2010. The conversion price is now $0.20 per share (down from $0.25 in October 2009), with 16% interest, conversion allowed after March 31, 2010, and maturity no later than December 31, 2011.
Around October 20, 2009 the company ended its $2,500,000 note offering and started a new one of the same size, selling $100,000 of notes to two accredited investors by October 23. The conversion price is now $0.25 per share (down from $0.30), conversion is allowed after March 31, 2010, interest is 16%, and maturity is no later than December 31, 2011.
The company sold another $50,000 convertible note on July 16, 2009 to one accredited investor under the $2,500,000 offering, with 16% interest and conversion allowed after August 31, 2009. This filing does not state the conversion price. The company's address is now Lake Mary, Florida, moved from Sanford.
The company raised the ceiling of its convertible note offering from $1,500,000 to $2,500,000 and sold a $50,000 note on June 29, 2009 under it. The terms are substantially similar, but the earliest date the holder can convert at $0.30 per share moves from June 30, 2009 to August 31, 2009.
5 June 2009capital raising announcement● NeutralMajor
The company sold another $50,000 convertible note on June 2, 2009 to an accredited investor, on the same terms as the earlier offering (up to $1,500,000, 16% interest, $0.30 conversion after June 30, 2009). It also announced a plan to start a small mining (exploitation) program on five acres of its concession, which it says could start as early as August 2009 if it gets enough outside funding, and which it expects could produce enough revenue to continue limited operations and support exploration.
The company sold a further $130,000 of convertible notes to three accredited investors as of May 14, 2009, on the same terms as the March offering (up to $1,500,000, $0.30 conversion, 16% interest). It also said it had inadvertently classified the Solidaridad concession deposits as proven and probable reserves in its drilling updates. This contradicts the earlier reserve claims (such as the 311,343 tons proven and 942,559 tons probable): the estimates follow Canadian NI 43-101 standards, but SEC rules (Industry Guide 7) are substantially different.
19 Mar 2009capital raising announcement● NeutralMajor
The company adopted a shareholder rights plan on March 17, 2009 (a 'poison pill'): each common share gets a right that becomes exercisable if someone acquires 15% or more of the stock, letting other holders buy at a discount; the rights expire March 17, 2010 unless redeemed earlier. It also sold $100,000 of convertible notes on March 13, 2009 under a new offering of up to $1,500,000, on the same terms as before (16% interest, convertible at $0.30 per share). This follows the earlier $500,000 offering that closed in February.
The company sold a final $155,000 convertible note on February 25, 2009, closing the up-to-$500,000 offering (notes sold per these filings: $25,000, $200,000, $120,000 and $155,000, which is $500,000). It also dismissed its auditor Robert G. Jeffrey, CPA and appointed MHM Mahoney Cohen CPAs, with no disagreements reported. The filing notes that the auditor's report on the quarter ended August 31, 2008 raised substantial doubt about the company's ability to continue as a going concern.
The company sold two more convertible notes under the offering, $100,000 on February 2, 2009 and $20,000 on February 6, 2009, on the same terms as the December amendment (convertible at $0.30 per share after June 30, 2009). This filing also states for the first time that the notes pay 16% simple annual interest. The company's address in the filing changed to Sanford, Florida.
The company revised the note offering from up to $250,000 to up to $500,000 and changed the conversion price to a fixed $0.30 per share, replacing the earlier price formula of 115% of the average share price. It disclosed a further $200,000 note sold December 22, 2008, on top of the $25,000 sold December 5. The notes now also convert automatically at $0.30 if a financing of at least $10 million or a change of control occurs.
On December 5, 2008 the company sold $25,000 of convertible promissory notes, the first sale in a private offering of up to $250,000 to accredited investors. The notes can be converted into shares after June 30, 2009 at 115% of the 30-day average share price before that date (unless the company is negotiating its next financing), and mature at the earliest of a financing of at least $10 million, a change of control, or 2 years after issue.
